Article 2 of the contract sets out all the assets to be sold, plus all the rights and obligations. The assets, rights and obligations which are to be excluded from the contract are also specifically mentioned in Article 2. Although it is not necessary to specifically include all the items in an exclusive contract ruling which are to be excluded from the said contract, this is nonetheless recommended in order to be definitive on the assets to be transferred. On the other hand, an essential and integral part of the contract is an exact specification of the assets, rights and obligations which are to be transferred under the terms of the contract. This requirement is based on the definitiveness principle which is particularly applied in full if moveable assets or real estate are to be transferred. In order to clarify the rights and obligations, a detailed listing such as the one included in Article 2 is also recommended with agreement for the purchase and sale of companies in Germany.

For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.

You may also wish to read through related Wessing Berenberg-Gossler Zimmermann Lange. You can view the entire archive via the Internet on Business Monitor Online (, or via your online provider by entering "Wessing Berenberg-Gossler Zimmermann Lange" and "Business Monitor" as a free text search.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.